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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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         percentage of Lenders required to waive, amend or modify any rights
         hereunder or make any determination or grant any consent hereunder (it
         being understood that, with the consent of the Required Lenders,
         additional extensions of credit of a New Class (as hereinafter defined)
         may be included in the determination of the Required Lenders on
         substantially the same basis as the extensions of Loans and Commitments
         are included on the Effective Date);

              (v)  unless signed by all the Lenders, change Section 2.17(b) or
         (c) in a manner that would alter the pro rata sharing of payments
         required thereby, without the written consent of each Lender; or

              (vi) unless signed by all the Lenders, release all or
         substantially all of the Collateral from the Liens of the Collateral
         Documents or release the Parent Companies or any of the Subsidiary
         Guarantors from their respective obligations under the Parent Companies
         Guarantee, or the Subsidiary Guarantee, as the case may be; provided
         that, notwithstanding this Section 9.02, a Subsidiary Guarantor shall
         be released from its obligations under the Subsidiary Guarantee in
         connection with a sale or disposition of all or a portion of the equity
         interests of such Subsidiary Guarantor permitted in accordance with the
         terms of this Agreement; and

provided further that no such agreement shall amend, modify or otherwise affect
the rights or duties of any Agent or the Issuing Bank hereunder without the
prior written consent of such Agent or the Issuing Bank, as the case may be; and

provided further that, notwithstanding anything to the contrary herein, any such
agreement entered into by the Borrower and the Required Lenders or by the
Borrower and the Administrative Agent with the consent of the Required Lenders,
may provide (i) for the creation of a new tranche (a "New Class") (and a
corresponding increase in the aggregate amount of the Commitments) whereby one
or more existing Lenders, or any Person not theretofore a Lender who agrees to
become a Lender, shall make loans of such New Class and (ii) that loans of such
New Class may be secured by the Liens created by the Collateral Documents.

         (c)  If, in connection with any proposed waiver, amendment or
modification of any provision of this Agreement contemplated by clauses (i)
through (vi) of paragraph (b) above, the consent of the Required Lenders is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then the Borrower may, at its sole expense and effort,
upon notice to any such non-consenting Lender and the Administrative Agent,
require any such non-consenting Lender to assign and delegate, without recourse